Domestic Terms and Conditions

I. GHC SPECIALTY BRANDS, LLC STANDARD TERMS AND CONDITIONS

A.    SALES POLICY.

1.    Orders. 
Possession of, or access to, any GHC Specialty Brands, LLC catalog, literature or websites does not constitute the right to purchase products. GHC Specialty Brands, LLC reserves the right to accept or reject any order.  

2.    Prices.
Prices listed do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should contact check online at  www.labsafety.com for current pricing or call Customer Service at (800)356-0783.  Export orders may be subject to other special pricing.

3.    Quotations.
Prices for large quantities of products are available upon request by contacting Customer Service at (800) 356-0783 for assistance.

4.    Sales Tax.
Customers are responsible for payment of all applicable taxes, or providing a valid sales tax exemption certificate. When placing an order, please indicate which products are tax exempt.

5.    Payment Terms.
GHC Specialty Brands, LLC accepts cash, checks, money orders, Visa, MasterCard, and American Express. For customers with established GHC Specialty Brands, LLC credit, payment terms are net thirty (30) days from the date of shipment or pick-up. All credit extended by GHC Specialty Brands, LLC to customer, and the limits of such credit, is at GHC Specialty Brands, LLC’s sole discretion, and may be reduced or revoked by GHC Specialty Brands, LLC at any time, for any reason. GHC Specialty Brands, LLC reserves the right to charge a convenience fee for late payments. GHC Specialty Brands, LLC further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions. All payments must be made in U.S. dollars. GHC Specialty Brands, LLC shall have the right of set-off and deduction for any sums owed by customer to GHC Specialty Brands, LLC. 

If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with GHC Specialty Brands, LLC’s credit terms, or fails to supply adequate assurance of full performance to GHC Specialty Brands, LLC within a reasonable time after requested by GHC Specialty Brands, LLC (such time as specified in GHC Specialty Brands, LLC’s request), GHC Specialty Brands, LLC may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.

Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from GHC Specialty Brands, LLC will be jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates. 

6.    Security Interest.
Customer hereby grants to GHC Specialty Brands, LLC a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to GHC Specialty Brands, LLC.  Customer agrees to file, or permit GHC Specialty Brands, LLC to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of GHC Specialty Brands, LLC's lien or security interest. 

7.    Credit Balance.
Customer agrees that any credit balance(s) issued by GHC Specialty Brands, LLC will be applied to customer’s account within one (1) year of its issuance. IF CUSTOMER HAS NOT APPLIED FOR OR REQUESTED THE CREDIT WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE(S) WILL BE SUBJECT TO CANCELLATION, AND GHC SPECIALTY BRANDS, LLC SHALL HAVE NO FURTHER LIABILITY.

8.    Chemicals and Reagents.
GHC Specialty Brands, LLC sells chemicals and reagents only to businesses, institutions, educators and other professionals. All chemicals and reagents are sold for laboratory or industrial use only, and are not intended for drug, food or household use.  Knowledge of, and compliance with, all applicable local, state and federal regulations is the sole responsibility of the customer and/or end user. NO ORDERS FOR CHEMICALS OR REAGENTS WILL BE ACCEPTED FROM INDIVIDUALS OR FOR EXPORT.
 

B. FREIGHT POLICY.

Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. GHC Specialty Brands, LLC charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer should note the damage on the delivery receipt and immediately obtain an inspection report from the truck line. Customer should contact Customer Service for damage claims at (800)356-0783.

C. WARRANTY POLICY.

1.   ALL PURCHASES ARE 100% GUARANTEED.  IF CUSTOMER IS NOT SATISFIED WITH YOUR PURCHASE FOR ANY REASON, GHC SPECIALTY BRANDS, LLC WILL GIVE YOU YOUR CHOICE OF A FULL CREDIT, EQUAL EXCHANGE, OR YOUR MONEY BACK. 

2.  WARRANTY DISCLAIMER. 
A.  NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE, IS MADE OR AUTHORIZED BY GHC SPECIALTY BRANDS, LLC.  GHC SPECIALTY BRANDS, LLC DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. GHC SPECIALTY BRANDS, LLC EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS: (i) ARE MERCHANTABLE;  (ii)  FIT FOR A PARTICULAR PURPOSE; OR (iii) DO NOT AND WILL NOT INFRINGE UPON OTHER’S INTELLECTUAL PROPERTY RIGHTS. 

B.  GHC SPECIALTY BRANDS, LLC MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.

3.  WARRANTY PRODUCT RETURN. 
Before returning any product,  customers should contact the Customer Services Department at 1-800-356-0783 for return authorization number.  Customer must complete the return form enclosed with the order, and return together with the unwanted item, shipping prepaid (no C.O.D.). CUSTOM ORDERS ARE NOT RETURNABLE, UNLESS THE MISTAKE IS MADE BY GHC SPECIALTY BRANDS, LLC.

4.  MANUFACTURERS' WARRANTIES & SALES LITERATURE.
Most of the products supplied to GHC Specialty Brands, LLC are warranted to the final consumer by their manufacturer.  Copies of such warranties are supplied with the product, or are available from the manufacturer. As a service, GHC Specialty Brands, LLC will obtain copies of end-user warranties from the manufacturer and will furnish them free of charge to customers who request them. Warranty requests should be addressed to: Lab Safety Supply, PO Box 1368, Janesville, WI 53547-1368 USA.  Requests must include the Lab Safety Supply order number and the manufacturer's model number of each product for which a copy of the warranty is requested.

GHC Specialty Brands, LLC may also furnish sales brochures and other literature of the manufacturer. GHC Specialty Brands, LLC ASSUMES NO RESPONSIBILITY FOR THE CONTENT OF SUCH WARRANTIES OR SALES LITERATURE BY PERFORMING THIS SERVICE.

5.  Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas.  GHC Specialty Brands, LLC does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does GHC Specialty Brands, LLC accept responsibility for construction, installation and/or use of a product.  It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.

6.  Cross-Reference Information. 
Product cross-reference comparisons do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for customer's intended use.

7.  Chemicals and Reagents. 
Chemicals and reagents are warranted by the manufacturer to meet label specifications. All information and statements listed on the label by the manufacturer is given without warranty of any kind. THE LIABILITY OF GHC SPECIALTY BRANDS, LLC FOR CHEMICALS AND REAGENTS IS LIMITED TO REPLACEMENT OR REFUND OF THE PURCHASE PRICE.

D.  PRODUCT INFORMATION.

1.  Catalog/Website Information. 
GHC Specialty Brands, LLC reserves the right to correct publishing errors in its catalogs or any of its websites. Product depictions in the catalog or websites are for illustrative purposes only. Possession of, or access to, any GHC Specialty Brands, LLC catalog, literature or websites does not constitute the right to purchase products. 

2.  Product Substitution.
Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images. 

3.  Occupational Safety and Health Administration (“OSHA”) Hazardous Substance. Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. GHC SPECIALTY BRANDS, LLC MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS.  CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

4.  California Proposition 65.
The State of California requires that certain warnings be given concerning products subject to Proposition 65. For products denoted with a or symbol the following warnings apply:

Warning: This product contains a product known to the State of California to cause cancer.
Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.

5.  MSDS and Proposition 65 Product Requests.
MSDS and a list of Proposition 65 products are available: (i) by contacting Lab Safety Supply, 401 S. Wright Road, Janesville, WI 53547 (ii) by calling Lab Safety Supply TECHline at 1-800-356-2501. 

6.  Important Notice to Federal Customers Re: Country of Origin.
While all products listed on GSA Advantage!® meet the requirements of the Trade Agreements Act (“TAA”), as implemented by Federal Acquisition Regulations Part 25, other products sold by GHC Specialty Brands, LLC may not meet the requirements.  At the time of purchase, GHC Specialty Brands, LLC will advise customers with proper identification as an authorized schedule customer whether or not a product is “TAA-compliant.”  Any federal customer purchasing a non-TAA item will be making an “open market” purchase that is not covered by any contract.  Federal customers are advised that the open market purchases are NOT GSA schedule purchases. By purchasing any product on the open market, the customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.

7.   ARRA Orders.
It is the customer’s responsibility to advise GHC Specialty Brands, LLC whether this order is funded in any part by funds from or related to the American Reinvestment and Recovery Act (“ARRA”) (Pub. L. No. 111-5) (i.e., Stimulus Funds).  Upon request, GHC Specialty Brands, LLC will provide country of origin information so that customer may determine compliance with any applicable requirements under ARRA Section 1605 or any other applicable regulations.

E.  GENERAL TERMS.

1.  LIMITATION OF LIABILITY.
GHC SPECIALTY BRANDS, LLC EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. GHC SPECIALTY BRANDS, LLC'S LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

2.  Electronic Data Interchange.
If GHC Specialty Brands, LLC and customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form.  GHC Specialty Brands, LLC and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access.  In the event of a conflict, the business records maintained by GHC Specialty Brands, LLC regarding EDI purchases made by customer shall be deemed to be conclusive. 
       
3.  Third Party Payment Provider. 
If customer elects to use a third party payment system provider (“Third Party Provider”) and GHC Specialty Brands, LLC is charged fees by the Third Party Provider, GHC Specialty Brands, LLC reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.

4.  Intellectual Property.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by GHC Specialty Brands, LLC, or any trademarks or service marks owned by suppliers to GHC Specialty Brands, LLC. All materials contained on the www.labsafety.com website are subject to the ownership rights of GHC Specialty Brands, LLC and its suppliers.  Customer shall have no right to copy or use any of the intellectual property of GHC Specialty Brands, LLC or its suppliers without GHC Specialty Brands, LLC’s permission. 

5.  GHC Specialty Brands, LLC’s Performance of Services.
In conjunction with customer’s purchase of product, GHC Specialty Brands, LLC may perform certain installation services for customer on customer premises (the “Services”). Customer will hold harmless and indemnify GHC Specialty Brands, LLC, its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by GHC Specialty Brands, LLC related to the performance of Services for customer (including without limitation, settlement costs, attorneys’ fees, and any and all other expenses for defending any actions or threatened actions) arising out of, in whole or in part, any act or omission of customer, its employees, agents, subcontractors or representatives.

6.  Independent Contractors.
GHC Specialty Brands, LLC and customer are independent contractors and not principal and agent.  Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship.  Customer will not have the right to bind or otherwise obligate GHC Specialty Brands, LLC in any manner, nor will customer represent to anyone that it has the right to do so.

7.  Code of Conduct.
Customer acknowledges that Grainger's Business Conduct Guidelines are available by logging on to www.grainger.com, clicking on the "Investor Relations" link at the bottom of the page, and accessing Corporate Governance. Customer agrees to refrain from taking any action that may cause a Grainger employee to violate the Business Conduct Guidelines. Customers should report any alleged violations by calling the Grainger Toll-Free Hotline at (888)873-3731.

8.  Sourced Product.
GHC Specialty Brands, LLC may procure product not available through the Lab Safety Supply catalog or available on www.labsafety.com for a customer from other sources (“Sourced Product(s)”).  Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by GHC Specialty Brands, LLC and charged to customer.  Any charges for Additional Freight Services are paid by customer.  A returned goods authorization must be issued by GHC Specialty Brands, LLC prior to returning any Sourced Product.  A restocking fee may apply for any returned Sourced Product.  GHC SPECIALTY BRANDS, LLC’S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER’S SOLE REMEDY.

9.  Custom Product.
Customer may order custom products (“Custom Product(s)”) created to customer’s specifications. GHC Specialty Brands, LLC is not responsible for verifying or confirming the accuracy of specifications provided by customer to GHC Specialty Brands, LLC for Custom Products. GHC SPECIALTY BRANDS, LLC’S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS.  THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER’S SOLE REMEDY. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed. 
 

10.  Force Majeure.
GHC Specialty Brands, LLC shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of GHC Specialty Brands, LLC in the conduct of its business.

11.  Assignment.
Customer shall not assign any order, or any interest therein, without the prior written consent of GHC Specialty Brands, LLC. Any actual or attempted assignment without GHC Specialty Brands, LLC’s prior written consent shall entitle GHC Specialty Brands, LLC to cancel such order upon notice to customer.

12.  No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.

13.  Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Illinois, excluding its conflict of law rules, and venue shall either be in the state courts in Lake County, Illinois or the federal courts for the Northern District of Illinois.

14.  Severability.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.

15.  Modification of Terms.
GHC Specialty Brands, LLC's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from customer’s receipt of GHC Specialty Brands, LLC’s acknowledgment, or from customer’s acceptance of all or any part of the products ordered.  No additions or modifications of GHC Specialty Brands, LLC’s terms and conditions by customer shall be binding upon GHC Specialty Brands, LLC, unless agreed to in writing by an authorized representative of GHC Specialty Brands, LLC. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in GHC Specialty Brands, LLC’s acknowledgment, GHC Specialty Brands, LLC's fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by GHC Specialty Brands, LLC of any of the terms and conditions contained herein or in GHC Specialty Brands, LLC’s acknowledgment.

16.  Complete Agreement.
The terms and conditions in:  (i) GHC Specialty Brands, LLC's forms; (ii) acknowledgments, (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and GHC Specialty Brands, LLC.

II.  ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF GHC SPECIALTY BRANDS, LLC PRODUCTS

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF GHC SPECIALTY BRANDS, LLC PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF GHC SPECIALTY BRANDS, LLC PRODUCTS (“ADDITIONAL TERMS”).  IN THE EVENT OF A CONFLICT BETWEEN GHC SPECIALTY BRANDS, LLC’S STANDARD TERMS AND CONDITIONS AND THE ADDITIONAL TERMS, THE ADDITIONAL TERMS SHALL PREVAIL FOR EXPORT SALES OF GHC SPECIALTY BRANDS, LLC PRODUCTS.

1.  Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by GHC Specialty Brands, LLC, or any of its U.S. affiliates and divisions, at a continental U.S. facility or at any of its websites. Customer further consents that submission of its order shall subject customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.

2.  Sales Tax and Duties, Import Fees.
GHC Specialty Brands, LLC is required to charge federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.

3.  Prices and Payment.
All prices are listed in U.S. dollars, and are subject to change without notice.  Unless specified otherwise in writing, payment in advance is required, preferably via wire transfer.  Payment must be made in U.S dollars.

4.  Shipping Charges and Freight Policy.
Unless otherwise stated, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), GHC Specialty Brands, LLC shipping warehouse.  Freight is prepaid to U.S. airport or port of exit for single shipment orders of U.S. $1,500 or more of product (before tax and freight) using routing of GHC Specialty Brands, LLC's choice. Other shipments are freight collect from any GHC Specialty Brands, LLC facility. Customer shall be responsible for obtaining insurance. At GHC Specialty Brands, LLC's option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as customer's exclusive remedy.  Title and risk of loss for products shall pass when made available to customer on delivery to carrier in the U.S.; provided that if payment has not been made at the time of shipment, GHC Specialty Brands, LLC shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, customer’s only recourse is to file a claim with the applicable airline, carrier, vessel and/or insurance company; provided, however, that if GHC Specialty Brands, LLC has not received payment in full at the time the product is damaged in transit, customer shall be liable to GHC Specialty Brands, LLC to make payment for the product, and GHC Specialty Brands, LLC shall also, if customer fails to make payment, have the exclusive right to file a claim with the applicable airline, carrier, vessel and/or insurance company.

5.  LIMITED WARRANTY.
GHC SPECIALTY BRANDS, LLC WARRANTS PRODUCTS SUPPLIED HEREUNDER TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR A PERIOD OF NINETY (90) DAYS FROM DATE OF SHIPMENT. PROVIDED THAT GHC SPECIALTY BRANDS, LLC ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, GHC SPECIALTY BRANDS, LLC MAY, AT ITS OPTION:  (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO LAB SAFETY SUPPLY, 401 S. WRIGHT ROAD, JANESVILLE, WI 53546 U.S.A.  SHIPPED DUTY COSTS PREPAID. GHC SPECIALTY BRANDS, LLC’S REPAIR,  REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.  THIS WARRANTY SHALL NOT APPLY TO PRODUCTS WHICH HAVE BEEN SUBJECT TO NEGLIGENCE, ACCIDENT, DAMAGE BY CIRCUMSTANCES BEYOND GHC SPECIALTY BRANDS, LLC’S CONTROL OR IMPROPER OPERATION, MAINTENANCE OR STORAGE OR TO OTHER THAN NORMAL USE OR SERVICE.

6.  Export Controls and Related Regulations.
Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the  Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.

7.  Foreign Principal Party in Interest; Freight Forwarder and Documentation.
It is specifically agreed that customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as customer's agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At GHC Specialty Brands, LLC's request, customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by customer or its freight forwarder related to sales to customer by GHC Specialty Brands, LLC.

8.  U.S. Foreign Corrupt Practices Act.
Customer acknowledges that it is an independent contractor and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), a foreign political party or party official, or any candidate for foreign political office in connection with the purchase and resale of the products ordered from GHC Specialty Brands, LLC.

9.  Dispute Resolution.
Actions by GHC Specialty Brands, LLC for non-payment by customer of the purchase price of products sold by GHC Specialty Brands, LLC, or for redress of other breaches by customer of these terms and conditions, may be brought by GHC Specialty Brands, LLC, at its option, before any U.S. or foreign judicial court of competent jurisdiction.  At GHC Specialty Brands, LLC's option, disputes between customer and GHC Specialty Brands, LLC, including all claims for non-performance by GHC Specialty Brands, LLC, shall be finally settled by arbitration in Lake County, Illinois, U.S., in accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules, applying these terms and conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Illinois, U.S. The language of the arbitration shall be English.  

10.  Country of Importation and Anti-diversion.
Customer represents that it is purchasing products from the U.S. and importing them to the country specified in the customer and GHC Specialty Brands, LLC documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.S. laws and regulations relating to the product purchased by customer. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations.  Diversion contrary to U.S. law is prohibited. If requested by GHC Specialty Brands, LLC, customer shall provide documentation satisfactory to GHC Specialty Brands, LLC verifying delivery at the designated country. Customer further agrees to inform GHC Specialty Brands, LLC at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but GHC Specialty Brands, LLC shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless GHC Specialty Brands, LLC expressly agrees to do so.

11.  Permits, Export, and Import Licenses.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations. Toxic Substances Control Act, or other applicable laws or regulations.

12.  Governing Law; Limitations.
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods.  Rather, these terms and conditions shall be governed by the laws of the State of Illinois, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules.  Notwithstanding the foregoing, any legal action by customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.
 

Please review these additional terms as they apply to your business location:

• Site Access Terms
• Trademarks